--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-027660" form_type: "8-K" ticker: "MDU" cik: "0000067716" company_name: "MDU RESOURCES GROUP INC" filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:55:20.195266+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # MDU Resources completes spinoff of Knife River; 90% of KNF shares distributed ## Summary - Distribution effective May 31, 2023: MDU stockholders received 1 KNF share for every 4 MDU shares held on May 22. - MDU retained ~10% of KNF shares; intends to dispose via debt exchange, additional distributions, or sales. - Board reduced from 11 to 7 directors; four directors resigned to join Knife River board; new officers appointed. - New credit facilities: $150M 364-day revolver, $200M 5-year revolver, $375M term loan (fully drawn) to refinance debt. - Centennial debt prepaid in full; prior credit agreements and private placement notes terminated. ## SEC filing metadata - accession: 0001140361-23-027660 - form_type: 8-K - ticker: MDU - cik: 0000067716 - company_name: MDU RESOURCES GROUP INC - filed_at: 2023-06-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/ny20009287x1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-027660 - JSON: https://secwatch.observer/filing/0001140361-23-027660.json - Plain text: https://secwatch.observer/filing/0001140361-23-027660.txt ## Key facts - Debt Financings MDU RESOURCES GROUP INC incurred term loan of $375 million with U.S. Bank National Association maturing May 31, 2025. - Instrument: term loan - Principal: $375 million - Counterparty: U.S. Bank National Association - Maturity: May 31, 2025 - Event: incurrence source text: (3) a term loan agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for a commitment amount of $375 million and maturing on May 31, 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Debt Financings MDU RESOURCES GROUP INC incurred revolving credit of $150 million with U.S. Bank National Association maturing May 29, 2024. - Instrument: revolving credit - Principal: $150 million - Counterparty: U.S. Bank National Association - Maturity: May 29, 2024 - Event: incurrence source text: (1) a 364-day revolving credit agreement with U.S. Bank National Association (“U.S. Bank”) as administrative agent and the several lenders party thereto providing for a commitment amount of $150 million and maturing on May 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Debt Financings MDU RESOURCES GROUP INC incurred revolving credit of $200 million with U.S. Bank National Association maturing May 31, 2028. - Instrument: revolving credit - Principal: $200 million - Counterparty: U.S. Bank National Association - Maturity: May 31, 2028 - Event: incurrence source text: (2) a five-year revolving credit agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for an initial commitment amount of $200 million and maturing on May 31, 2028 evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Patricia L. Moss resigned as director at MDU RESOURCES GROUP INC. - Action: resigned - Role: director source text: Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Karen B. Fagg resigned as director at MDU RESOURCES GROUP INC. - Action: resigned - Role: director source text: Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Paul R. Sanderson was appointed as Vice President, Chief Legal Officer, and Secretary at MDU RESOURCES GROUP INC. - Action: appointed - Role: Vice President, Chief Legal Officer, and Secretary source text: Paul R. Sanderson was appointed as the Vice President, Chief Legal Officer, and Secretary of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Thomas Everist resigned as director at MDU RESOURCES GROUP INC. - Action: resigned - Role: director source text: Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Karl A. Liepitz resigned as Executive Officer at MDU RESOURCES GROUP INC. - Action: resigned - Role: Executive Officer source text: Karl A. Liepitz and Trevor J. Hastings resigned from their positions as executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Rob L. Johnson was appointed as president of WBI Energy, Inc. at MDU RESOURCES GROUP INC. - Action: appointed - Role: president of WBI Energy, Inc. source text: Rob L. Johnson was appointed as the president of WBI Energy, Inc., the Company’s natural gas pipeline subsidiary. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change German Carmona Alvarez resigned as director at MDU RESOURCES GROUP INC. - Action: resigned - Role: director source text: Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Executive change Trevor J. Hastings resigned as Executive Officer at MDU RESOURCES GROUP INC. - Action: resigned - Role: Executive Officer source text: Karl A. Liepitz and Trevor J. Hastings resigned from their positions as executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - M&A Transactions MDU RESOURCES GROUP INC completed a disposition involving Knife River Corporation (closed 2023-05-31). - Action: disposition - Counterparty: Knife River Corporation - Closing: 2023-05-31 source text: into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Knife River Corporation (formerly known as Knife River Holding Company) (“Knife River”) , pursuant to which the Company agreed to transfer its wholly owned subsidiary KRC Materials, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Material Agreements MDU RESOURCES GROUP INC entered into Term Loan Agreement with U.S. Bank National Association valued at $375 million (effective 2023-05-31). - Action: entry - Agreement: credit facility - Counterparty: U.S. Bank National Association - Value: $375 million - Effective: 2023-05-31 source text: (3) a term loan agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for a commitment amount of $375 million and maturing on May 31, 2025 (the “Term Loan Agreement” and, together with the 364-Day Revolving Credit Agreement and the 5-Year Revolving Credit Agreement, the “New Credit Agreements”). evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Material Agreements MDU RESOURCES GROUP INC entered into Separation and Distribution Agreement with Knife River Corporation (effective 2023-05-30). - Action: entry - Agreement: supply - Counterparty: Knife River Corporation - Effective: 2023-05-30 source text: On May 30, 2023, MDU Resources Group, Inc. (the “Company”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Knife River Corporation (formerly known as Knife River Holding Company) (“Knife River”), pursuant to which the Company agreed to transfer its wholly owned subsidiary KRC Materials, Inc. (formerly known as Knife River Corporation) to Knife River (the “Separation”) and distribute approximately 90% of the outstanding common stock of Knife River to the Company’s stockholders of record as of the close of business on May 22, 2023 (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Material Agreements MDU RESOURCES GROUP INC entered into 5-Year Revolving Credit Agreement with U.S. Bank National Association valued at $200 million (effective 2023-05-31). - Action: entry - Agreement: credit facility - Counterparty: U.S. Bank National Association - Value: $200 million - Effective: 2023-05-31 source text: (2) a five-year revolving credit agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for an initial commitment amount of $200 million and maturing on May 31, 2028 (the “5-Year Revolving Credit Agreement”); evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Material Agreements MDU RESOURCES GROUP INC terminated Centennial Revolver with CEHI, LLC and U.S. Bank (effective 2023-05-31). - Action: termination - Agreement: credit facility - Counterparty: CEHI, LLC and U.S. Bank - Effective: 2023-05-31 source text: CEHI, LLC, a wholly owned subsidiary of the Company and the successor by merger to Centennial Energy Holdings, Inc. (“Centennial”), prepaid in full (the “Centennial Credit Agreement Prepayments”): (1) that certain Fifth Amended and Restated Credit Agreement, dated as of December 19, 2019, among Centennial, the several financial institutions from time to time party thereto, and U.S. Bank, as administrative agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Centennial Revolver”); evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm - Material Agreements MDU RESOURCES GROUP INC entered into 364-Day Revolving Credit Agreement with U.S. Bank National Association valued at $150 million (effective 2023-05-31). - Action: entry - Agreement: credit facility - Counterparty: U.S. Bank National Association - Value: $150 million - Effective: 2023-05-31 source text: on May 31, 2023 (the “Closing Date”), the Company entered into: (1) a 364-day revolving credit agreement with U.S. Bank National Association (“U.S. Bank”) as administrative agent and the several lenders party thereto providing for a commitment amount of $150 million and maturing on May 29, 2024 (the “364-Day Revolving Credit Agreement”); evidence_url: https://www.sec.gov/Archives/edgar/data/67716/000114036123027660/0001140361-23-027660-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.